RIO DE JANEIRO, April 9, 2019 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) announced today the
final results of its previously announced debt tender offers (the
"Waterfall Offers"). As of 11:59
p.m., New York City time,
on April 8, 2019 (the "Expiration
Date") holders of US$1,867,021,000
and €371,098,000 principal amount of the outstanding notes of the
series set forth in the table below (the "Notes" and each a
"series" of Notes), issued by Petrobras's wholly-owned subsidiary
Petrobras Global Finance B.V. ("PGF"), tendered their Notes,
pursuant to PGF's previously announced Waterfall Offers.
The Waterfall Offers were made pursuant to the terms and
conditions set forth in the offer to purchase dated March 12, 2019 (as amended or supplemented, the
"Offer to Purchase" and, together with the related letter of
transmittal, the "Offer Documents").
The following table summarizes the final tender results as of
the Expiration Date and the principal amount of Notes that PGF has
accepted for purchase:
Title of
Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding(1)
|
Acceptance
Priority Level
|
Late Tender
Consideration(2)
|
Early Tender
Consideration(2)
|
Principal Amount
Tendered on or prior to the Early Tender Deadline and Accepted for
Purchase(3)
|
Principal Amount
Tendered after the Early Tender Deadline and on or prior to the
Expiration Date and Accepted for Purchase
|
5.299% Global
Notes
due January 2025
|
71647N AT6,
71647N AV1,
N6945A AJ6 /US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
US$3,539,166,000
|
1
|
US$988.75
|
US$1,018.75
|
US$504,435,000
|
US$3,726,000
|
|
|
|
|
|
|
|
|
5.375% Global
Notes
due January 2021
|
71645W AR2 /
US71645WAR25
|
US$1,103,876,000
|
2
|
US$1,006.25
|
US$1,036.25
|
US$137,643,000
|
US$370,000
|
|
|
|
|
|
|
|
|
6.125% Global
Notes
due January 2022
|
71647N AR0 /
US71647NAR08
|
US$1,296,881,000
|
3
|
US$1,032.50
|
US$1,062.50
|
US$561,301,000
|
US$579,000
|
|
|
|
|
|
|
|
|
6.250% Global
Notes
due March 2024
|
71647N AM1 /
US71647NAM11
|
US$2,439,500,000
|
4
|
US$1,037.50
|
US$1,067.50
|
US$217,133,000
|
US$3,143,000
|
|
|
|
|
|
|
|
|
3.750% Global
Notes
due January 2021
|
N/A /
XS0982711987
|
€283,290,000
|
5
|
€1,033.75
|
€1,063.75
|
€51,590,000
|
€0
|
|
|
|
|
|
|
|
|
8.375% Global
Notes
due May 2021
|
71647N AP4/
US71647NAP42
|
US$901,967,000
|
6
|
US$1,075.00
|
US$1,105.00
|
US$438,521,000
|
US$170,000
|
|
|
|
|
|
|
|
|
4.250% Global
Notes
due October 2023
|
N/A /
XS0835890350
|
€454,807,000
|
7
|
€1,075.00
|
€1,105.00
|
€46,306,000
|
€0
|
|
|
|
|
|
|
|
|
4.750% Global
Notes
due January 2025
|
N/A /
XS0982711714
|
€800,000,000
|
8
|
€1,080.00
|
€1,110.00
|
€104,268,000
|
€2,400,000
|
|
|
|
|
|
|
|
|
5.875% Global
Notes
due March 2022
|
N/A /
XS0716979595
|
€600,000,000
|
9
|
€1,106.25
|
€1,136.25
|
€166,434,000
|
€100,000
|
|
|
|
|
|
|
|
|
(1)
|
Immediately prior to
the commencement of the Waterfall Offers, including Notes held by
Petrobras or its affiliates.
|
(2)
|
Per US$1,000 or
€1,000, as applicable. The Early Tender Consideration, which
was paid with respect to Notes tendered on or prior to 5:00 p.m.,
New York City time, on March 25, 2019 (the "Early Tender Deadline")
and accepted for purchase, included an early tender premium equal
to US$30.00 per US$1,000 principal amount for each series of U.S.
dollar denominated Notes accepted for purchase, and €30.00 per
€1,000 principal amount for each series of Euro denominated Notes
accepted for purchase.
|
(3)
|
PGF early settled on
March 27, 2019 (the "Early Settlement Date") the Waterfall Offers
with respect to Notes validly tendered on or prior to the Early
Tender Deadline and accepted for purchase.
|
Holders of US$7,988,000 and
€2,500,000 principal amount of Notes tendered their Notes after the
Early Tender Deadline and on or prior to the Expiration Date, and
PGF has accepted for purchase all of such Notes. Holders of
Notes that validly tendered after the Early Tender Deadline and on
or prior to the Expiration Date will receive the applicable Late
Tender Consideration set forth in the table above, which is equal
to the applicable Early Tender Consideration set forth in the table
above minus the applicable early tender premium, and to
receive accrued and unpaid interest.
The final settlement date on which PGF will make payment for
Notes tendered after the Early Tender Deadline and on or prior to
the Expiration Date and accepted for purchase is expected to be
April 10, 2019 (the "Final Settlement
Date").
The Waterfall Offers have now expired. No Notes tendered after
the Expiration Date will be accepted for purchase pursuant to the
Waterfall Offers. Notes that have been validly tendered on or prior
to the Expiration Date cannot be withdrawn, except as may be
required by applicable law.
PGF engaged BNP Paribas Securities Corp., Banco Bradesco BBI
S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC,
HSBC Securities (USA) Inc., and
Santander Investment Securities Inc. to act as lead dealer managers
with respect to the Waterfall Offers, and ABN AMRO Securities
(USA) LLC, BBVA Securities Inc.
and Commerz Markets LLC to act as co-dealer managers with respect
to the Waterfall Offers. Global Bondholder Services
Corporation acted as the depositary and information agent for the
Waterfall Offers.
This press release is not an offer to purchase, nor a
solicitation of an offer to sell, nor the solicitation of tenders
with respect to, the securities described herein. The Waterfall
Offers were not made to holders of Notes in any jurisdiction in
which PGF was aware that the making of the Waterfall Offers would
not be in compliance with the laws of such jurisdiction. In
any jurisdiction in which the securities laws or blue sky laws
required the Waterfall Offers to be made by a licensed broker or
dealer, the respective Waterfall Offers were deemed to be made on
PGF's behalf by the dealer managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
Any questions or requests for assistance regarding the Waterfall
Offers may be directed to BNP Paribas Securities Corp. at + 1
212 841-3059, Banco Bradesco BBI S.A. at +1-646-432-6643, Citigroup
Global Markets Inc. (toll-free) at +1 (800) 558-3745 and (collect)
at +1(212) 723-6106, Goldman Sachs & Co. LLC at +1 (212)
902-6351 or +1 (800) 828-3182, HSBC Securities (USA) Inc. at +1 (212) 525-5552 and Santander
Investment Securities Inc. (toll-free) at +1 (855) 404-3636 or +1
(212) 940-1442. Requests for additional copies of the Offer to
Purchase may be directed to Global Bondholder Services Corporation
at +1 (866) 470-3800 (toll-free) or +1 (212) 430-3774. The
Offer Documents can be accessed at the following link:
http://www.gbsc-usa.com/Petrobras.
None of the Offer Documents has been filed with, and has not
been approved or reviewed by any federal or state securities
commission or regulatory authority of any country. No
authority has passed upon the accuracy or adequacy of the Offer
Documents, and it is unlawful and may be a criminal offense to make
any representation to the contrary.
The communication of this press release and any other
documents or materials relating to the Waterfall Offers is not
being made and such documents and/or materials have not been
approved by an authorized person for the purposes of Section 21 of
the Financial Services and Markets Act 2000. Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only
being directed at and made to those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or within Article 43(2) of the Order, or high
net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order,
or to other persons to whom it may lawfully be communicated in
accordance with the Order (all such persons together being referred
to as "relevant persons"). The Waterfall Offers were only
available to, and the Waterfall Offers were engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on any document relating to the Waterfall Offers or
any of their contents.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the
transactions described herein will be consummated or as to the
ultimate terms of any such transactions. Petrobras undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events
or for any other reason.
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SOURCE Petróleo Brasileiro S.A. - Petrobras